The Commission de Surveillance du Secteur Financier (CSSF) today granted, on the basis of Article 4(5) of the law of 19 May 2006 on takeover bids, a derogation from the mandatory bid rule of the Takeover Law to the shares of the Luxembourg company Corestate Capital Holding S.A.
This relaxation of the rule of Article 5(1) of the Takeover Law occurs within the wider context of the initial public offering of Corestate Capital Holding on the regulated market of the Frankfurt stock exchange and has been granted to German bank Joh. Berenberg, Gossler & Co KG in its capacity as lead underwriter for the placement of shares offered to the public.
The underwriting services are provided by the bank, along with Bankhaus Lampe KG, following an underwriting agreement between Joh. Berenberg, Gossler & Co and Corestate Capital Holding from 22 October 2015 and are described in the prospectus which was published by the latter on the same day.
The CSSF has granted the derogation mainly on the ground that it follows from the nature and the terms of the underwriting services which the bank committed to provide which, during the several days during which the bank will come to hold shares of Corestate Capital Holding and, as the case may be, to exceed the control threshold of Article 5(3) of the Takeover Law, the bank will reportedly not being exercising the control formally held by it over the company, but will be providing underwriting services for the placement of the shares offered to the public.
The derogation has been granted for a limited period of time from 3 November 2015 until 7 November 2015 and is subject to the condition that the bank undertakes not to exercise the voting rights attached to the shares held by it under or in relation with the underwriting agreement.
Photo by Corestate Capital Holding
